Peters v. Stone

• Decision Date: 27 November 1906
• Citation: 193 Mass. 179,79 N.E. 336
• Parties: PETERS et al. v. STONE.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

193 Mass. 179

79 N.E. 336

PETERS et al. v. STONE.

Supreme Judicial Court of Massachusetts, Worcester.

November 27, 1906

COUNSEL

Eben F. Thompson and Chas. S. Dodge, for plaintiffs.

Wm. C Mellish, for defendant.

OPINION

BRALEY J.

The rights of the parties to the buildings in controversy depend upon the construction of the lease given by the plaintiffs to the assignors of the judgment debtor, under whom the defendant claims ownership. This instrument by apt words demised a farm of about 15 acres, with the buildings, for the term of three years at a fixed rental, with an agreement that the lessees might purchase the premises at a price to be adjusted in amount according to each year of their occupation. The usual covenants were inserted, which included an agreement by the lessees 'to make all repairs needed or required by them,' which at the end of the term were 'to revert to the owners.' At the close of this recital the following provision appears, 'said lessees agree to make improvements on said premises to the value of at least one thousand * * * dollars during said term, and to leave the same therein at the end of said term if they do not purchase the premises.' While inartificially expressed the language employed was sufficient to create a binding obligation as no precise form of technical words is required to create a covenant, but corresponding expressions, or a clear manifestation of such an intention are all that is required. Trull v. Eastman 3 Metc. 121, 124, 37 Am. Dec. 126. And it is evident that the lessees expressly charged themselves with the performance of a promise to increase the value of the property to this amount, which also must be understood as forming part of the consideration for the lease.

The corporation, however, to which the lessees assigned their estate was not a party, and would not be bound to its performance except by privity of estate, but in general covenants defining the manner in which the demised premises shall be enjoyed or dealt with run with the land, and bind the covenantee. They also bind an assignee, as to his rights in the real estate, even where assigns are not named, when the beneficial act to be performed relates solely to increasing the value of the premises as they exist at the date of the lease. Morse v. Aldrich, 19 Pick. 449; Hurd v. Curtis, 19 Pick. 459, 462; Patten v Deshon, 1 Gray, 325, 329; Easterby v. Sampson, 6 Bing. 644; Vyvyan v. Arthur, 1 B. & C. 410; Congleton v. Patten, 10 East, 130; Spencer's Case, 5 Coke, 16. The word 'improvements' is of broad signification, covering not only repairs and additions to buildings in existence at the time of the demise, but also new buildings subsequently erected, and if in this covenant assigns are not again mentioned they are named in the preceding habendum. South Congregational Meeting House in Lowell v. Hilton, 11 Gray, 407, 408; Kabley v. Worcester Gaslight Co., 102 Mass. 392, 394; Haven v. Adams, 8 Allen, 363; Dagget v. Tracy, 128 Mass. 167; Schenley's Appeal, 70 Pa. 98, 102; Stockett v. Howard, 34 Md. 121; Lea v. Innes, 4 De G., J. & S. 286. It is then a question of construction whether the immediate parties intended to define and control only their personal obligations, or whether they also intended by this covenant to bind whomsoever might succeed to their respective estates, and this question must be determined from the language and purpose of the entire instrument. Duncklee v. Webber, 151 Mass. 408, 24 N.E. 1082; Jones v. Parker, 163 Mass. 564, 568, 40 N.E. 1044, 47 Am. St. Rep. 485; Carpenter v. Pocasset Mfg. Co., 180 Mass. 130, 132, 61 N.E. 816; Hollywood v. French, 192 Mass. 269, 78 N.E. 124; Masury v. Southworth, 9 Ohio St. 340; Clegg v. Hanks, 44 Ch. Div. 503, 517, 518. Upon the acceptance of the assignment the assignee succeeded not only to the burdens, but...